SprintRay Inc. Cloud Pricing Terms and Conditions (“Terms”) for USA

Effective as of October 31, 2022.

Valid only in the United States.

INTRODUCTION

These Terms are the only terms or conditions which apply to contracts between SprintRay US Inc., our subsidiaries, or affiliates, as applicable (“SprintRay”), and any Customer (“our Customer” / “Customer”) for purchases of Cloud Design Services (“Cloud Design Services”), except to the extent where we have expressly otherwise agreed in writing. These Terms apply to all aspects of the relationship between SprintRay and Customer from the time that Customer first accesses our systems or uses our software, whether to place an order for Services (“Customer Orders”), or to provide patient information for the purpose of placing such orders, or to obtain access to SprintRay branding or marketing materials. No other terms shall apply to the relationship between SprintRay and our Customer for the purchase of Products or Services, whether implied or otherwise, except to the extent of other terms expressly agreed to in writing by SprintRay.

PRICING AND SERVICE

Service Orders.  Pursuant to the Service, Customer shall be permitted to submit orders (each, a “Service Order”) requesting a quotation from SprintRay to design, develop and produce a manufacturable, digital 3D CAD file (the “Manufacturable 3D File”) for your requested product (the “Product”).  SprintRay reserves the right to refuse any Service Order in its own discretion and for any reason.  

Changes to the Service.  SprintRay may make any changes to the Service (including, without limitation, the design, look and feel, functionality, content, material, information and/or services provided via the Service) that it deems necessary or useful to improve the Service or for any other reason, at any time without notice to Customer.

Pricing and Quotations.  Design prices are agreed upon at the time of Service. Submission of the Service Order is considered acceptance of the Pricing and Terms. Quotations provided by the Service are based on the costs of materials and services at the time of the Service Order submission and shall be held firm for a period of fourteen (14) days from the date of the Quotation. Quotations are based on Customer Content, specifications, layouts, samples, sketches or other renderings provided by you (collectively, the “Specifications”), any additional work or cost resulting from or caused by any requested variation from your original Specifications shall be additionally chargeable by SprintRay. Your acceptance of a Quotation shall be deemed to be your acceptance that SprintRay interpreted your Specifications correctly.

Design Acceptance and Redesign.  Quotations provided by the Service are based on Customer Content including any specifications, layouts, samples, sketches or other renderings provided by you (collectively, the “Specifications”), any additional work or cost resulting from or caused by any requested variation from your original Specifications shall be additionally chargeable by SprintRay.

Appliance Redesign. An Appliance Redesign means 1) Customer instructions were not followed, 2) there is a structural issue with the design, or 3) there is an error in the Design. SprintRay audits Customer Content against the Design file and determines if a Design is eligible as an Appliance Redesign. Appliance Redesigns are completed without cost.

Aesthetic Redesign. Aesthetic Redesign includes Aesthetic changes to the Design or redesigns requested due to Customer or Patient preference. The first Aesthetic Redesign is free. Second and subsequent Aesthetic Redesigns are billed based on the complexity of each Redesign. SprintRay will provide Redesign pricing through preauthorization or Customer cost review prior to billing. 

Hybrid Denture Revisions:

The full details of the SprintRay Redesign Policy can be found in the Redesign Policy for Hybrid Dentures - SprintRay Design Service (Cloud Design)

SprintRay shall have no liability for any printing, design, or any other damages related to the Services herein after the design is approved and delivered to Customer.  Customer is solely responsible for the Specifications, and the manufacture of any Product in accordance with those Specifications.

CUSTOMER SYSTEM ACCESS

If Customer uses SprintRay accesses our Cloud Design Dashboard, including the SprintRay website, SprintRay’s online store and/or the SprintRay Rayware software (together “SprintRay Systems”), Customer does so with the permission of SprintRay, for the purpose of a good faith relationship with SprintRay, for ordering Products or Services offered by SprintRay from time to time. These Terms govern Customer’s use of SprintRay Systems and the processes and requirements for ordering Products and Services and Customer agrees to be bound by them in consideration for SprintRay providing Customer with access to the SprintRay Systems.

Customer Orders are placed or submitted using SprintRay Systems and are considered to be placed or submitted, pending acceptance by SprintRay, upon payment and acceptance of the Terms and Conditions. The price applicable to a Customer Order will be the price current at the time the Customer Order is placed. Customer Orders are accepted by SprintRay sending the Customer a confirmation email or as indicated on the SprintRay Systems [or, if Customer has not opted to receive a confirmation email, tacitly by elapse of time].

Suspension of Services. We may suspend or deny your or any Authorized User’s access to or use of all or any part of the Service without any liability to you or others, if (i) we are required to do so by law or court order, or (ii) you have or any Authorized User has (1) accessed or used the Service beyond the scope of the rights granted under this Agreement, (2) been involved in any fraudulent, misleading or unlawful activities relating to or in connection with the Service, (3) violated the limitations and restrictions described herein, or (4) otherwise violated this Agreement and failed to cure such breach within ten (10) days after we provide written notice to you. Our remedies in this Section are in addition to, and not in lieu of, our termination rights and any of our other rights or remedies under this Agreement or otherwise.

IDENTIFICATION OF SPRINTRAY’S CUSTOMER

SprintRay’s Customer is the licensed doctor whose SprintRay customer identity number (allocated to a single individual only) is used to access the password protected SprintRay Systems (“Customer Doctor”). Customer represents and warrants that Customer is, and at all times during Customer’s use of the SprintRay Systems and Design Services, will continue to be, duly licensed to practice [medicine/dentistry/orthodontics] and in good standing under the laws of the State in which Customer is using the SprintRay Systems and Design Services, and will maintain his or her practice and professional duties in accordance with the current medical standards in the community. If a practice, partnership, corporate body or other legal entity for or with which the Customer Doctor works is named on SprintRay invoice(s) and/or that practice pays SprintRay’s invoices, then SprintRay is entitled to assume that it is the Customer Doctor who uses SprintRay’s Systems and places Customer Orders with the authorization of, for and on behalf of such practice, partnership, corporate body or other legal entity (the “Practice”). Under these circumstances, the Practice will also be SprintRay’s Customer and the Customer Doctor and the Practice will be bound by these terms and jointly and severally liable for any and all obligations set forth herein which are obligations of the Customer.

The Customer Doctor and the Practice must read and understand these Terms before downloading any materials or software, uploading Patient information or placing any Customer Order, because in each case, a contract will be formed, and Customer will be bound by these Terms which will govern that contract. Customer and any agent, employee, consultant or other representative of the Customer (each a “Customer Agent”) are bound by the contents of this document. It is, therefore, the responsibility of the Customer or Customer Agent placing the Customer Order, to communicate the contents of this document to all employees and other staff of their Practice.

LIMITATION OF LIABILITY

These Terms contain limitations on and exclusions to SprintRay’s liability. Customer acknowledges that the medical, dental or professional skill of Customer and/or Customer Agents is critical in the assessment of the fitness of the Design Services and, specifically, the fitness of the Design for the intended treatment. SprintRay makes no representations as to the appropriateness of its Design Services or SprintRay Systems, or as to the accuracy of any information provided through or in connection with the Design Services or SprintRay Systems, relative to diagnostic or treatment options for any specific patient, and Customer and Customer Agents should rely on their own medical, dental and/or professional judgment in making diagnostic and treatment decisions with respect to their patients. Customer acknowledges that they and Customer Agents are not relying on SprintRay in any way with respect to such decisions, and that Customer is solely liable to their patient for accurate diagnosis, choice of treatment, medical recommendations or advice, appropriate specifications for treatment design, any medical, dental or orthodontic end-product designed by Customer for patients (“End-Product”) using the Design Services and/or SprintRay systems , patient care plan, smile design, and any derivative thereof, without limitation.  

ALL SERVICES PROVIDED BY SPRINTRAY TO CUSTOMER VIA THE SPRINTRAY SYSTEMS INCLUDING, WITHOUT LIMITATION, ALL DESIGN SERVICES AND FINAL DESIGNS ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. SPRINTRAY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SPRINTRAY MAKES NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILTY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY, ACCESSIBILITY OR AVAILABILITY OF THE SPRINTRAY SYSTEMS OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE SPRINTRAY SYSTEMS. CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT SPRINTRAY IS NOT LIABLE FOR ANY INJURY OR DAMAGES CAUSED BY ANY END-PRODUCT PRODUCED OR DESIGNED USING THE SPRINTRAY SERVICES OR ANY DESIGN SERVICES RENDERED TO CUSTOMER.

 IN NO EVENT SHALL SPRINTRAY OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO CUSTOMER, CUSTOMER’S PATIENTS OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIALOR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR DATA, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO CUSTOMER’S USE OF THE SPRINTRAY SYSTEMS, THE DESIGN SERVICES, OR THE CONTENT, DATA, OR INFORMATION ACCESSED VIA THE SPRINTWAY SYSTEMS OR ANY RELATED SYSTEMS OR OTHERWISE PROVIDED IN CONNECTION WITH THE DESIGN SERVICES, OR DISRUPTION OR DELAY IN THE PROVISION OF SERVICES, REGARDLESS OF THE FORM OF CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILTY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF SPRINTRAY OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

In no event shall SprintRay’s aggregate liability to Customer in connection with Customer’s use of the SprintRay Systems or any Design Services rendered to Customer, whether arising from breach of contract, tort (including negligence) or otherwise, exceed the total amount paid by Customer to SprintRay under the applicable Customer Order(s).

INDEMNITY

Customer agrees to defend, indemnify and hold harmless SprintRay and its affiliates, licensors and service providers, and its and their respective employees, officers, directors, members, attorneys, agents, representatives, successors and assigns (each, an “Indemnitee”) from and against any and all claims, causes of action, demands, liabilities, damages, judgments, awards, losses, penalties, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to Customer’s or any Customer Agent’s use of the SprintRay Systems, Design Services or receipt of any Customer Order.

INVOICE PAYMENT DATE

Services are rendered on a “Pay as U Go” model. Customer’s credit card is charged upon submission of the Customer Order and acceptance of the Terms and Conditions.

ART AND ADVERTISING STANDARDS

Any use by Customer of SprintRay trademarks, logos or copyright materials is under a non-exclusive license as set out in and subject to SprintRay Marketing Standards and Advertising Agreement which may be amended from time to time.

LAW AND JURISDICTION APPLICABLE TO THESE TERMS

Law. Customer and SprintRay agree that these Terms, and any other contracts between the parties, and any dispute or claim arising out of or in connection with any such contract or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of California.

Jurisdiction. Customer and SprintRay agree that any and all disputes or claims arising out of or relating to these Terms or Customer’s use of the SprintRay Systems or Design Services, except for indemnity claims asserted by SprintRay or its Indemnitees, shall be brought in the United States District Court for the Central District of California or, in the event that such court lacks subject-matter jurisdiction, in a state court of the State of California. SprintRay and its Indemnitees may in their discretion assert indemnity claims in the foregoing courts or in any other court or forum having jurisdiction over such claims. Customer waives any right it may have to object to jurisdiction or venue, or to assert the doctrine of forum non conveniens, in any proceedings brought in accordance with this paragraph.  

Previous terms & conditions.